Under Lock and Key and Weapon X23 a.k.a. Samantha.

Night had fallen and Gambit was preparing to break into Warren Worthington mansion to steal half of a spider stone. But for the life of him he couldn't figure out why he was doing it and who told him to do it.

He snuck into the mansion bypassing the security system with ease. He made sure to keep the explosions down. He was just about to take the spider stone when Warren walked. "See something you like pal?"

Throwing a card to distract Warren Gambit escaped as fast as he could. When he got to the edge of the property he waited. A few seconds later Mesmero appeared. He stretched out his hand for the stone when Warren attacked. "Keep your hands off my property."

Mesmero merely glared at him and sent Warren to the ground. He was about to leave when he became caged by iron spikes. "Foolish Mesmero. You shouldn't have used one of my servants to steal for you. Your powers aren't going to work on me. So I suggest you give up your holds on Gambit so we can continue on are way." Magneto threatened

"Alright alright. He's free." Mesemero said waving a hand at Gambit

Gambit shook his head in confusion. "What? Where am I? What's going here?"

"Come Gambit. We have work to do. Grab the stone and lets hurry along." Magneto

"Be there in a second Magneto. I just have to pick up my staff." Gambit reached into his pocket and clicked a transmitter and started transmitting data to Rebel.

Warren woke up a few minutes later. He looked around and whispered one word. "Magneto" Running inside he changed into his Angel costume and headed for Bayville.

Meanwhile at the Institute the kids were enjoying a relaxing afternoon outside playing baseball. The F-Xmen against the Xmen and New Recruits.

"Come on Stormy he's got no bat. Throw a fast one." Leon called from the catcher's position.

"Leon I so do have a bat. I can hit much better than you." Bobby said

"Would you two cut out? Here's the pitch and see if you can hit that Iceman." Stormy said throwing a fastball and using her powers to speed it along. Bobby iced the bat and smacked the ball right out of the park.

"Hey no fair! Umpire he used his powers." Called Lancer

"Hey settle down everyone. Okay mutant ball it is." Beast called

Everyone went a little crazy after that. With everyone using their powers. The game only ended when Cherub caught a fly ball and he crashed into Angel as he was coming down to land. Jean saved them both before they hit the ground.

"Angel what are you doing here? I thought you wanted to be left alone." Scott asked Angel.

"I'm here to see Professor Xavier. Sorry I bumped into you Cherub. Lets go and see the Professor now." Angel demanded

Down in the computer room Angel begin to describe what had happened at his house last night. "So why did Mesmero use someone else to steal my spider stone. Its not that valuable anyways."

"Because that's what he does Warren. It's his power, the power to bend other people will to do his bidding. Thanks to the data disk given to us by Ron we have determined that the spider stone when joined with its other half form a key. Much like the key the rings formed when Mesmero appeared before. We now have to find the second half and prevent it from being used." Xavier told Angel.

"We can help you with that Professor. Our informant in the Acolytes just called. He says Mesmero heading to England. A London museum to be precise. Lets motor before Magneto gets there and causes problems." Melody said. "Yeah were coming along with you to make sure that the second key isn't used at all." Leon commented

"Who's we?" Jean asked

"Icicle, Cherub, Cable, and myself of course. So are we going or not?" Melody said. She had already changed into her costume. In a few minutes they were all gone on their way to London.

Meanwhile things weren't going so well in the infirmary for Rouge. Rebel had taken to sitting with her for company but Rouge wasn't in much of a talking mood.

"Come on Rouge you have to talk about this sooner or later." Rebel pleaded

"No I don't have to talk about it all." Rouge stated flatly

Suddenly Kurt teleported in with Rouge dinner. By the smell of it seemed like Kitty had cooked it. Which meant it was probably poison to the digestive system.

"Surprise Rouge I had Kitty make you dinner. A burrito and French fries covered in sauce."

"Kurt my head hurts bad. I really don't want a stomachache. So were is everyone?"

"Storm and Logan are looking for our loving mother while the others have gone to London so Kitty and I will be taking care of you for awhile. Have a bite?"

"Go away now! Both of you just go. I don't want you here." Rouge complained

"Now is that anyway to treat your baby brother?" Kurt asked innocently.

"We are not related Kurt! I'm not denying anything. Mystique gave birth to you but she only adopt me. You aren't my brother." Rouge explained calmly

"Rouge it doesn't matter if you were adopted or not. What matters is Kurt your brother and Mystique is your mother. So learn to deal with it. Its not the end of the world. Now Kurt and I are going to get something else for you to eat so wait here for us patiently. Will be right back." Rebel told her right before she and Kurt disappeared.

Meanwhile things weren't going so well in London. Magneto and his team had gotten to the museum first and Iceman had snuck aboard the copter. They had no idea where Mesmero was or were exactly the second half of the stone was. Not good at all.

"Split up. We can cover more ground that way. Be careful, if our reports are accurate the Acolytes are here." Cyclops told the group.

Ms. Magnetism flew up to the second floor after feeling a magnetic field. Cherub led the others into the museum only to be ambushed by the Acolytes.

Cherub flew circles around Pyro trying to take out his fuel tank but kept get pushed back by the manic flames.

Cable tried his luck with Sabertooth. The feline mutant was determined to take down this punk. Lashing out Cable ducked and set out a blast that knocked the mutant off his feet. "Cyclops! Jean! Now." He called. The two teenagers let loose their powers. Jean wrapped him up in a tapestry while Cyclops blasted him out of the building.

Icicle was trying to take out Gambit but wasn't having any luck. The mutant thief was just too quick. "Hold still so I can ice you." Icicle yelled frustrated

"Not a chance boy. Take a card any card." Gambit yelled as he proceeded to throw all his cards at the ice boy.

Suddenly the entire museum began to shake and they all heard a loud Thud. Stopping the battle they so a giant ugly green spider leaving the museum and heading southwest.

The communicators beeped loudly. "Guys I hope you just saw that. We have to stop that thing with out killing it fast!" Ms. Magnetism ordered her troops as they chased after the thing. Magneto's lackeys followed them for a different reason. To destroy that spider at all cost. Colossus and Sabertooth tried using brute strength and Pyro tried to barbecue it. But all they did was make it mad.

"Its in the river! Icicle freeze it" Cyclops ordered

Icicle tried freezing it and managed to for a bit but it broke loose. Cable tried blasting out of the river but he missed. Cherub flew over it and let loose a handful of dart feathers with no effect.

"Cyclops we can't slow it down. You try a hand at it." Cherub told him

Cyclops, Jean, Beast, Iceman, and Angel were unable to stop the monster despite their best efforts. They followed the thing to Piccadilly Square were they saw it get run over by a double Decker bus. The bus then exploded wounding the spider.

Magneto flew down to destroy the spider but he felt resistance. Ms. Magnetism was attempting to keep the spider alive. "You can't kill it Magneto. Listen to me you can't"

"Magnus stop! Listen to her. She speaks the truth. Stop right now." Professor X yelled at his former friend.

"I'm sorry but I must do this." Magneto said in pain. With a tremendous show of power he shoved Melody away and destroyed the spider returning it to its stone shape.

"Great job Magneto. You've doomed us all now. By playing right into Mesmero hands." Melody said picking herself up from the ground.

"Explain. What do you mean?"

"Magnus the spider stone wasn't just a key but a guardian designed to stop Apocalypse Mesmero's master. By destroying the key you have opened the second door. Mesmero knew only you had the power and will to do it. Our world is about to change. There is only one more door that Mesmero has to open. We had better hope that it doesn't open or we will be facing the greatest challenge in our lives." Professor X prophesized.

It was a week after the incident in London and the normalcy had returned to the mansion. Logan began to train the students harder than ever. Everyone hated it but they weren't complaining so they wouldn't be cut into tiny little pieces.

Icicle and Stormy were working together on a training exercise. Their mission was to take down everyone in their path and catch up with Spear and Zap to complete the mission.

"Why are we training outside? Shouldn't we train in the Danger Room?" whispered Icicle to Stormy

"The real world doesn't have an off button. You know how Wolverine is about this stuff. Now come on lets go." Stormy said. With that she became invisible to the naked eye. She flew past the heat sensors undetected while Icicle just incased himself in ice to throw them off.

Their first obstacle was net falling out of the trees courtesy of Cherub and Cable. Next they had Landslide let loose a quake that tripped them up momentarily. While they were trying to climb over a wall Ivy and Shadowkitten attacked them. The twins then teleported halfway off course were they took down Grizzly by icing her and electrocuting her. They finally made to Spear and Zap who helped to them past the last obstacle to the finish were Rebel, May, and Melody were waiting to help them out.

"That was horrible you two! Worst time ever. You got hung up way too much. Stormy staying invisible the entire time may be good in the long run but tires you out. Icicle why didn't you use your powers more often? Spear you need to work on your aim. That punching bag hit you really hard. Zap use your head not your speed all the time." Wolverine yelled at them.

"Are you done yelling at them Mr. Logan? Because Beast would like to have a look at them now okay? Lets go troops back inside." May rounded up her group and shepherded them back inside. All except Rebecca who stayed outside to help clean up the yard.

"You could be a little more patient wit us father. I mean were only kids and we need to have fun."

"Rebecca how many times have told you not to call me that? Right now in this time and in this place I'm single with no kids okay?"

Suddenly a S.H.I.E.L.D. helicopter landed on the front lawn. Everyone stared out the mansions windows in fascination. Nick Fury hopped out of the copter and approached the two.

"Logan. Rebecca I need you to come with me now. There a matter of great importance I need to discuss with you immeadtily."

"Is it about Trask? Has he escaped?" Logan asked as calmly as he could

"I'm afraid it's much worse than that Logan. Much worse than that." Fury replied

The three of them boarded the copter and it took them to S.H.I.E.L.D. headquarters. They were escorted to a private briefing room where they waited for someone. While they were waiting for them Fury filled the two in on what was going on.

"Last night one of a ground bases where compromised. All information on the Xavier Institute and the students was stolen. The intruder manages to severely injure several of our security officers sending them to the ICU. It wasn't until we analyzed the security tapes that we realized we were dealing with an agent of Hydra's and not just any agent. This agent has your DNA Logan." Fury told the two.

"A clone of me? How is that even possible?" Logan demand.

The doors slid opened and in walked two S.H.I.E.L.D. agents escorting a young woman. She was medium height with a slight build. She had brown hair and brown eyes with tan skin. She wore a green dress under a lab coat. She gasped when she saw Logan. "Weapon X!"

Growling at the women he responded, "My name is Logan. This is Rebecca. Who are you?"

"My name is Dr. Deborah Rein. I was a scientist for Hydra. I specialized in genetic engineering and human physcology. I know what I did was wrong but I had no choice." Rein told the group. "What didn't you have a choice Ms. It might be better if you start at the beginning." Rebecca told her kindly

Sighing Dr. Rein took a seat. "I was asked by Hydra to create a weapon with the same capabilities as Weapon X. I tried 22 times and failed. On my twenty third attempt I realized I need Logan's DNA if I was to succeeded. Hydra located some DNA at the abandon lab in Canada where Logan obtained his andtimadium skeleton. I then spliced that DNA with that of one of my other subjects to create a female version of Wolverine. She's not a true clone only a partial. She was named Weapon X23. She was raised in a controlled environment and trained to be an assassin. When she was eight we proceed with the andtimandium feed. Not over her entire skeleton just to give her claws. It was later that we introduced her to society. We found out that she would act violently at normal situations. Then not to long ago she escaped. I have no idea where she went or how she escaped. This is all my fault."

"How could you do that do a child? You're a monster. Create a child by stealing my DNA and then abusing and using her like that." Logan wanted to kill the doctor.

"Here is a picture of what she looks like. She's about fifteen now."

A picture appeared on screen displaying the image of a girl about 5'3 with long straight brown hair and eyes. Her skin was a light brown. She wore nothing but a simple black jumpsuit. Rebecca gasped out load. "Samantha!" she shouted.

Everyone in the room turned towards her. "You know this girl?" Fury asked

Nodding her head she answered. "That's Samantha. My older sister."

"Sister?" everyone asked confused.

"The first time I met her was in the future. I was six. My family had just moved to the Institute. My father was away one day and Fury paid us a visit. He and his men kidnapped and brought me to S.H.I.E.L.D. They needed help. Ryan Grynch had captured one of their agents on a long-term assignment. He had developed the Legacy Virus. A virus that targets the X gene in mutants and shuts off mutant powers and then kills them in the most painful way imaginable. Fury wanted me to go in and rescue her. He said I was the only one who could do it. My connection with Samantha saved her life. I found her and shut down Grynch. We destroyed the lab and all his notes. Sam was surprised to see me so young. She had expected me older but then she said she understood why I was so young. I now know its because I met her in the past and gave her that name. We have to find her."

"Same question where is she?" Rein pressed

"The school. I read on my data disk that an intruder would appear there today. It also had a video feed. I believe it was a memory dump. We can literally download memories onto disk in my time." Rebecca played the video showing X23 taking down everyone in the school. "Come on Logan we have to go."

A few minuets later Logan arrived back at the School. "You go that way and I'll check by main entrance. If you see her don't engage her in battle. I don't want you to get hurt. If she attacks me don't interfere. Understand." Wolverine pressed.

Nodding her head Grizzly removed her hood and began her search. A little while later her advance hearing picked up a struggle going on between two people. She ran as fast as she could. She watched in horror as X23 and Wolverine battled. Her four claws on her hands against his six. Then she used her trick blade. The one in her foot. She managed to pin Logan and was going to skew him right through the heart when Rebecca jumped in the way.

"NO!" Wolverine cried out in horror as he watched X23 claws go right through his daughter's heart.

"No what have I done. This was about you. Causing all my pain why did she interfere." X23 screamed. She was as horrified as him

Suddenly Rebecca got up. Both of them watched in amassment as her wound healed at an accelerated rate. "Samantha, sister stop this. You don't have to kill anymore especially not your father. You have a family with us two. We love you very much. Please don't be scared. I'm Rebecca your little sister."

"My sister? Samantha is that my name? I don't understand." X23 said in confusion.

"Listen kid, Rebecca right. We are a family. You her and me. We look out for one another. Right now we have to make sure S.H.I.E.L.D. doesn't get you. You don't belong to them or Hydra. You're a free person." Logan told her softly. In the distance they could here copters coming. "Run Sam. Get out of her and hide. We'll find you one day because lets face I'm the only one who can possibly understand what your going through. Now go and know that I love you."

Right before she left Rebecca called her over and gave her something. "It's a friendship medallion. I have to other have. This way you always have something to remember me bye. Good bye sister." With that she was gone into the night.

Fury wasn't pleased. "You were suppose to capture her for us so we could take her back to HQ."

"Let her go Fury. She's just a kid. Besides I'm not an agent. I'm a teacher."

The next day instead of having intense training the kids got to play mutant dodge ball. As Logan watched them playing he hugged Rebecca tightly. "You were right. Kids need to be kids. I love you so much daughter."

"I love you to Dad."